August 1, 2005
For Immediate Release
Address: 26-1 Sakuragaoka-cho , Shibuya-ku, Tokyo
Company name: GMO Internet Inc.
Code No.9449
Company representative: Masatoshi Kumagai , Representative Director and President
Contact person: Masashi Yasuda , Executive Director
TEL: 03-5456-2555 (switchboard)
URL: http://www.gmo.jp

GMO Internet to make Solis Corporation a Wholly-Owned Subsidiary via a Stock Swap
GMO Internet, Inc. (“the Company”) is pleased to announce that, after the conclusion of a basic agreement for a stock
swap with Solis Corporation as announced on July 12, 2005, a decision has been reached at a meeting of the Board ofDirectors held today (August 1, 2005) to make Solis Corporation a wholly-owned subsidiary through a stock swap due tobe executed on September 21, 2005, and that a Stock Swap Agreement has been concluded.
１．Purpose of making Solis Corporation a subsidiary through a stock swap
The GMO Internet Group, at the core of which is the Company, concentrates its management resources on providing
Internet infrastructure to run businesses to support Internet use and operations and to help attract online customers.
Identified by the “.jp” and “.com” tags, domains play an important role in identifying the address of networked
computers on the Internet. The Company offers a domain registration service under the brand name “Onamae.com”.
Run by the Company, the “Onamae.com” service has been constantly offering new domains as well as general domains
in order to broadly cater to customer needs as a comprehensive portal specializing in domains since it was designated as
the first commercial domain registration body in the Asian region and Japan in April 1999. The Company also strives toincrease utility value by combining this service with our access business and server business.
As a result of these efforts, a large number of customers have registered their domains through the “Onamae.com”
service operated by the Company. The “Onamae.com” service boasts the largest number of registrations of“(general-purpose) .jp domains” and “.com/.net/.org domains” in Asia.
Meanwhile, Solis Corporation specializes in the domain registration business. Its domain name registration service
covers not only domestic domain names but also domain name registrations around the world.
Under this situation, in which it is imperative to respond swiftly to changes and demands in the domain service
industry, the Company confirmed that it shared a mutual interest with Solis Corporation in further expanding domain
registrations and bolstering services, and thus decided to make Solis Corporation part of the GMO Internet Groupthrough a stock swap.
２．Details of Stock Swap
（１） Stock swap schedulec copyright 1995-2005 -- GMO Internet Group -- GMO Internet, Inc. all right reserved.

DateDescription

GMOSolisInternet
Board of Directors to approve○○swap○○

Simple stock swap public notice○−*○stock swap agreement

Aug. 1, 2005 (Mon)

Conclusionofstockagreement
Aug. 2, 2005（Tues）

plannedExtraordinary General Meeting ofShareholders planned to approvalAug. 16, 2005（Tues）

stock swap
Sept. 21, 2005（Wed)Deadline for stock swap○○

Sept. 22, 2005（Thurs）

Issuance of stock certificates○−* In accordance with the provisions of Article 358 of the Commercial Code (Simple Stock Swap), GMO Internet does
not plan to obtain approval at a General Meeting of Shareholders.
（２）Stock exchange ratio
GMO InternetSolis（100% parent company）（100% subsidiary）

10.524

Stock exchangeratio（NB）１．Share allocation ratio

A total of 0.524 shares of GMO Internet stock will be allocated for each share of Solis Corporationstock (shown here rounded off to fewer than four decimal places). The number of new shares to beissued through the stock swap shall be the equivalent of 429,390 shares of common stock.
２．Results, method and basis of third-party institution appraisal.
The stock swap ratio was agreed upon by the parties involved in the stock swap based on the results ofan appraisal conducted by the third-party institution, Attax Business Consulting.
３．New shares to be issued as a result of the stock swap
429,390 shares of common stock（３）Stock swap subsidization
No stock swap subsidization will be provided.
（４）Dividend computation date
The dividend computation date for new shares to be issued as a result of the stock swap will be July 1, 2005.
３．Profile of Companies Involved in the Stock Swap
(1) Company Name
(2) Type of business

GMO Internet Inc.

Solis

1. Access business1. Domain business2. Web Hosting business

2. DDNS business3. Domain businessc copyright 1995-2005 -- GMO Internet Group -- GMO Internet, Inc. all right reserved.

(3) EstablishedMay 24, 1991

February 23, 2001

(4) Location of head office26-1, Sakuragaoka-cho,

1-22-24, Hyakunincho,

Shibuya-ku, Tokyo

Shinjuku-ku, Tokyo(5) Representative director

Masatoshi Kumagai

Darshaun Nadeau(6) Capital

3,311,130,000 yen

10,819,000 yen(7) No. of shares issued

61,601,988

819,200(as of August 1, 2005)(as of August 1, 2005)

13,350,626,000 yen

12,094,000 yen (Dec.2004)(8) Shareholder capital(Dec.2004)(9) Total assets

27,896,802,000 yen

45,504,000 yen (Dec.2004)(Dec.2004)(10) End of fiscal year

December 31

December 31(11) No. of employees

189 (Dec. 2004)

9 (July 2005)(12) Major clients

Sales customers: general clients Sales customers: general clients etet al.

al.

13. Main shareholder &Kumagai Masatoshi OfficeDarshaun Nadeau（70％）

shareholding

Ltd. (36.67%) (Dec. 2004)

Benjamin Ward（12.1％）

Bank of Tokyo-Mitsubishi

Bank of Tokyo-Mitsubishi(more than 10%)(14) Main bank(15) Relationship ofcompanies involved
Capital relationship

n/aPersonnel relationshipn/aBusiness relationshipn/a(16) Performance Over Past 3 Fiscal Years (of Each Company)

PeriodSales (thousand yen)

GMO Internet Inc.

Solis

(100% parent company)(100% subsidiary)

2002

2003

2004

2002

2003

2004

(~Dec.)(~Dec.)(~Dec.)(~Dec.)(~Dec.)(~Dec.)

6,648,037

7,238,375

8,207,273

45,521

191,902

158,965

479,859

854,6211,011,495∆24,051

30,902570

461,644883,505

1,315,925∆24,229

30,958153

Operating profit(thousand yen)（∆ indicates a loss）

Ordinary
profit(thousand yen)（∆ indicates a loss）

c copyright 1995-2005 -- GMO Internet Group -- GMO Internet, Inc. all right reserved.

Net profit(thousand yen)（∆indicates a

123,839

576,056

2,198,740∆24,409

30,038

∆144

4.48

20.81

28.75

∆29.80

36.67

∆0.18

4

6

5*―――

294.73360.06

197.64∆21.7214.93

14.76loss）

Net profit per share(yen)Annual dividend pershare (yen)Shareholder capitalper share (yen)（∆indicates aloss）* A share allocation was executed without charge on the basic date of June 30, 2004, whereby two shares were allocated for each shareof common stock. For this reason, the dividend amount shown is the amount after this share allocation.

4. Post-Stock Swap Status
Provided below is the Company profile after the stock swap.
(1) Company name

GMO Internet Inc.

(2) Type of business

1. Access business2. Web Hosting business3. Domain business(3) Location of head office26-1 Sakuragaoka-cho, Shibuya-ku, Tokyo(4) Representative

Masatoshi Kumagai(5) Capital

3,311,130,000 yen

This merger will not result in any change inauthorized capital.
(6) Impact on results

The effect of the stock swap on the Company’s results will benegligible. Therefore, no revisions have been made for the results
forecasts (both consolidated and non-consolidated) for the period
ending December 2005
End.

c copyright 1995-2005 -- GMO Internet Group -- GMO Internet, Inc. all right reserved.